Terms of Engagement

Definitions and Interpretation

Definitions

In these Terms, the following words bear the meanings given to them:

‘Matter’

means each matter in which we provide you with Services;

‘Services’

means any advice, deliverable, product, information or other obligation or service we perform or provide for a Matter;

‘Terms’

means these terms and conditions;

‘you’ or ‘Client’

means the party who enters into an engagement with us for a Matter and to whom we provide the Services and such other persons as you and we agree shall be treated as a Client for the purposes of the Matter; and

‘we’, ‘our’ or ‘us’

means Carides Benjamin Inc., the private company with personal liability duly incorporated in terms of South African law under registration number 2025/175555/21.

Singular and Plural

Words in the singular include the plural and vice versa.

Different Forms of the Same Word

Different grammatical forms of the same word have the same meaning. (For example, to pay, paying and paid).

General Words are Not Limited

Where we use general words to describe specific things that belong together, the general words shall not be restricted to the specific things.

Calculating Days

Where there is reference to any number of days, those days are counted to exclude the first day and include the last day.

Reference to Laws

Where there is reference to a law or to a section of a law, it means that law or section of that law as amended, repealed or replaced from time to time.

Reference to Persons

Where there is reference to a person, this includes natural persons and juristic persons and vice versa.

General Terms of Engagement

Scope of Engagement

You and we will agree on the scope of our engagement for each Matter when necessary.

Our Relationship to You

The engagement only creates rights and obligations between you and us. No other person:

1. may rely on advice which we give you;
2. is intended to be protected by our advice or other Services and other obligations; or
3. may enforce any term of your engagement with us through any applicable law.

Instructions and Duty of Care

We will treat only you as our Client for professional purposes. We may take instructions from you and any other person whom we reasonably believe you have authorised to instruct us. Our duty of care is only to you, and does not extend to your holding company, subsidiaries, affiliates or other third parties, unless we agree otherwise in writing.

Time Frames

We will take reasonable steps to complete our mandate and give you any deliverables in the timeframes agreed with you, or as soon as is reasonably possible in the circumstances.

Updating Advice

We will give you advice based on our understanding of the relevant statutes, case law and practice as at the time we give the advice. Subsequent changes in law and practice may affect the advice but we are not obliged to update advice in line with these changes, unless we have specifically agreed in writing with you to do so.

Internal and External Resources

Appropriate Resources

We will involve our employees (including partners) as well as other third parties working for, or with us, whom we consider appropriate for our engagement with you. Our policy is to involve persons of an appropriate level of expertise to perform your mandate, having regard to the nature of the work.

External Resources

There may be times where we need to instruct advisers on your behalf (for example counsel in another jurisdiction). We will not be liable for the acts, errors, omissions, or the fees of these advisers or service providers.

Fees

Fee Estimates

We will agree to our fees for any Matter with you at the appropriate time. Any fee estimate we give you for a Matter is based on our knowledge of the Matter and our assessment, at the time, of the amount of work needed to fulfil our instructions. If any of those assumptions, or our assessment, proves to be incorrect or you alter our instructions, the estimate may not be accurate. An estimate is not definitive and is not an upper limit for our fees.

Deposits and Reimbursements

We may request a deposit to cover our reasonably anticipated fees or disbursements before we start working on a Matter. In any event, you must reimburse us promptly for:

1. costs and charges for printing and copying (or similar services) and of counsel, experts and accountants (or similar service providers), we undertake or engage on your behalf; and
2. disbursements (third party expenses, such as external search fees) and business travel (or similar) expenses which we incur.

Liquidated Damages

Should you not reimburse us in accordance with these Terms for any invoice containing any such costs, charges or disbursements, then such costs, charges or disbursements shall immediately become overdue, owing and payable to us and, being agreed liquidated amounts in money, will entitle us to seek summary judgment and/or default judgement by a registrar against you in the event that legal proceedings are instituted against you for the recovery thereof.

Travel Time

Our fees may include time spent traveling, on your instructions, for the purposes of the Matter.

VAT

Where we are required to charge VAT, we will charge VAT in addition to any of the above amounts. Any specific arrangement in an engagement letter or other similar document that pertains to the applicable rate of the VAT (zero rate or the standard rate) is specifically incorporated into these Terms.

Invoicing and Payment

Invoicing

We will invoice monthly or at alternative times arranged with you, or otherwise at intervals we consider appropriate for the Matter.

Payment and Interest

You must settle your account within 14 days of date of invoice. We may charge interest on amounts outstanding up to the legally allowed rate, and exercise a lien over any documents or monies we possess regarding invoices that are not paid within that time.

Cybercrime

Due to the growing risk of cyber scams (including business email compromise and impersonation fraud), you agree to take all reasonable steps including telephonically verifying with your known contact that the bank account details received electronically are our bank account details before making any payment to us. We will not be liable for payments made to the wrong account.

Withholding or Similar Tax

You must pay all sums free of any withholding tax or other relevant deduction (a ‘Withholding’), except as required by law. If the law requires a Withholding, you must pay us such amount as will leave us with the same amount we would have received in the absence of a requirement to make a Withholding.

Collapse

If you inform us that you have decided not to proceed with the Matter (at all or for temporarily) we may submit our invoice to you for all work which has been undertaken.

Your Money

Funds Held on Your Behalf

If we hold your funds on deposit, or if we have collected or received funds on your behalf, you consent to our applying them to settle any outstanding amounts which you owe us, or any costs, charges or other disbursements.

Funds Held in Our Trust Account

You will not earn any interest on funds we hold in our trust account, because we must pay any interest to the Legal Practitioners’ Fidelity Fund (‘Fidelity Fund’) established under the Legal Practice Act 28 of 2014 (‘Legal Practice Act’).

Section 86(4) Investment

If you specifically request us to invest funds that we hold on your behalf for a Matter, you must complete our standard investment mandate. We will then invest those funds in an interest-bearing call account. You will then benefit from the interest earned, after deducting such percentage of the interest as accrues to the Fidelity Fund in terms of section 86(5)(b) of the Legal Practice Act (currently 5%).

Fidelity Fund Cover

These funds invested in terms of section 86(4) will not be covered by the Fidelity Fund if:

1. the payment is not made for the purpose of investing such money on a temporary or interim basis only pending the conclusion or implementation of a Matter or transaction which already exists or is about to start at the time the investment is made; and
2. we do not exercise exclusive control over the account as trustee, agent, stakeholder or in any other fiduciary capacity.

Liability

As far as the law allows, we will not be liable for any loss you may suffer arising from:

1. any act or omission of the banking institution concerned regarding any account;
2. any inability, delay or failure of the banking institution to repay the funds on demand;
3. the identity or choice of banking institution;
4. any interest or adverse exchange rate fluctuation; or
5. any cyber-attack or hacking of a banking institution’s or our systems.

Information and Documentation

Relevant and Accurate Information

We will perform our mandate based on the information which you provide, and you agree:

1. to ensure that we receive all information which may affect our mandate, including that pertaining to a change in circumstances which may influence the position;
2. that we are not obliged to determine if the information you give us is accurate or complete; and
3. that unless you ask us, and we agree in writing, we will not perform any audit, due diligence or other procedure to verify information we receive.

Draft Documents

We may send you drafts of documents we produce, such as letters of advice or reports for your review, while working on a Matter. You cannot rely on a draft until we finalise its contents and confirm this in writing.

Conflict Between Finalised Documents

Multiple versions of finalised documents may exist in different media. In the case of any discrepancy, the signed hard copy version will prevail.

Confidential Information

Confidential Information

We will respect the confidential nature of any information (‘Confidential Information’) which you or your advisers give us.

Disclosure

Subject to paragraphs 15 and 17, we will not disclose any Confidential Information to anyone without your prior consent, except:

1. where the law, rules or a court order requires us to do so. We will only do this (where possible and permitted by law) after we have informed you and taken action, at your cost, to contest the disclosure;
2. to anyone (including any of your other advisers) who may be able to assist us with the Matter and we believe it is appropriate for them to know the Confidential Information, taking into account your interests;
3. to our professional indemnity insurers or legal advisers, and
4. to selected third parties such as suppliers of word processing, translation, waste disposal, IT and other services or suppliers who assist us in legal, finance, administrative and other roles, and who will or may have access to Confidential Information as part of their function.

Necessary Disclosure

If we are required to disclose Confidential Information, such as in the situations above, we will take all reasonable steps to secure and ensure your Confidential Information is protected.

Other Clients

We owe a similar duty of confidentiality to all of our other clients (‘Other Clients’) as we do to you. We will not disclose to you any information Other Clients give us, without their consent, even if the information is material to your Matter. You agree that we do not owe a duty of disclosure to you in relation to such information.

Other Matters

There may be times when we act for Other Clients on matters where their interests differ from yours and your Confidential Information is material to the Other Clients’ matters. You agree our duty of confidentiality to you will be satisfied by putting in place appropriate safeguards, in line with applicable law or practice. You agree that you will not seek to prevent us from acting for Other Clients merely because we hold your Confidential Information.

Your Duty of Confidentiality

We may assume that you comply with all your confidentiality obligations to third parties regarding any information you disclose to us.

No Instruction from You

If you contact us about a potential matter, but decide not to proceed, you agree that we may act for Other Clients whose interests may differ from yours, if we protect your Confidential Information with the appropriate safeguards.

Sharing your Confidential Information

We may share your Confidential Information internally, including with any firm with which we have entered into a joint venture, alliance or collaboration arrangement, for:

1. checking conflicts of interest between matters; or
2. determining generally whether to accept instructions from you or another client.

Conflicts of Interests

Conflict of Interests Procedures

We have procedures designed to prevent us acting for one client in a matter where there is, or there is a significant risk of, a conflict of interests with another client (‘Conflict’). If you are aware of a possible Conflict, please inform the director responsible for the Matter immediately.

Unrelated Matters

We represent many clients over a wide range of industries and businesses and in a wide variety of matters. For this reason we may represent Other Clients whose interests may differ from yours or any of your affiliates on matters that are not substantially related to your Matters (an ‘Unrelated Matter’).

No Disqualification

If we represent you or any of your affiliates in a Matter this does not disqualify us from representing Other Clients in any Unrelated Matter. Our acting in Unrelated Matters does not breach any duty we owe you or your affiliates, if we abide by the applicable laws.

Decision to Act

If a Conflict arises, we may decide to act for you, the Other Client, both or neither. We will decide this based on applicable laws, best practice and your and the Other Client’s interests and wishes.

Your Affiliates

You agree that each of your group companies (whether parent, subsidiary, affiliate or holding company) shall be considered a separate entity for Conflicts purposes. Our duties related to Conflicts only extend to group companies which we have agreed in writing to represent in a Matter.

Acting for Multiple Clients

We may have more than one client actually or potentially interested in the same subject matter, transaction, or competing for the same asset (for example the acquisition of a company being auctioned, a tender or proving claims in insolvency). In such cases we are free to act for more than one client in line with the relevant laws.

Fulfilling Different Roles

If the Matter does not proceed, we will protect your Confidential Information, but we may take on other roles in relation to the Matter in accordance with the relevant rules of confidentiality.

Communications

Communicating with You

Unless you specify otherwise, we may communicate directly with your employees or your other advisers as we consider appropriate and who we reasonably believe are involved in the Matter and can assist us with providing the Services to you.

Email Communication

We will communicate with you and your advisers about the Matter (including Confidential Information) by email, unless you instruct us otherwise in writing.

Follow Ups

Email communications are not entirely secure or error-free. We use filtering software to reduce spam and harmful viruses entering our systems. As there is a risk of filtering out legitimate correspondence, you should not assume that we receive every email. Please follow up important communications by phone.

Cloud-Based Technology

Email and various other software and platforms (such as Microsoft 365, e-signature, virtual data room, contract management and e-discovery software) use secure cloud-based technology. Cloud-based technology has become widely used in the legal industry and is provided by specialist third-party service providers. You may also instruct us to use such or similar technology in the delivery of your matters. This technology involves information being hosted on an external platform (such as Amazon Web Services, Microsoft Azure Web Services or Mimecast), which may be located in South Africa or internationally, and utilises a number of security processes and controls designed to ensure that confidential information is kept secure and protected from unauthorised access. Provided we comply with all applicable laws, you agree to our use of cloud-based technology.

Liability for Viruses or Cyber-Attacks

To the extent allowed by law, we are not liable if our cyber-security filtering software or other virus or electronic protection does not function or it malfunctions and your systems are infected by any email or other form of delivery of information (such as memory stick or via the internet) from us.

Monitoring

To the extent allowed by law, you agree that we may monitor electronic communications to ensure compliance with our legal and regulatory obligations and internal policies.

Proportionality

Proportionate Liability

If we are liable to you for any loss, of whatsoever nature, in respect of any breach by us of our engagement or mandate, and another person is also liable to you for the same loss, any compensation we have to pay you will be reduced in proportion to the responsibility of the other person for the same loss (as set out in paragraph 11.2).

Extent of Responsibility

In determining the existence and extent of the responsibility of the other person or entity for the loss, no account will be taken of any agreement limiting the amount of damages that person or entity is liable for, or any actual or potential shortfall in recovery of this amount (whether this is due to settling or limiting claims, or any other reason).

Limits to Our Liability

Limits to Our Liability

As far as the law allows, our aggregate (total) liability (of any nature) to you, or any third party, will not exceed the proceeds of any professional indemnity cover we actually receive or that our insurers pay to you. If there is no professional indemnity cover or no proceeds from such professional indemnity cover are received by us or paid to you, then our aggregate liability will be limited to three times the amount of our fees payable in respect of the relevant Matter.

Application as Far as the Law Allows

Nothing in these Terms excludes or limits any liability to the extent that it may not be excluded or limited by applicable law, regulation or rules.

No Individual Liability

You agree that, regarding the Services we provide you:

1. your only contractual relationship related to any Matter or Services, is with us (and not our individual directors, employees, consultants or agents);
2. as far as the law allows, no individual who is a director, employee or agent of, or consultant to us accepts or assumes responsibility to you or to anyone else for Services we provided to you. This applies even if you granted them a direct power of attorney (for example, to represent you in litigation);
3. you will not bring any claim in connection with the Services we provide you whether on the basis of contract, delict (including negligence), breach of statutory duty or otherwise directly, against any of our individual directors or against any of our employees, agents or consultants; and
4. this will not limit or exclude our liability for the acts or omissions of our directors, employees, agents or consultants, subject to the above limits of liability.

Indemnity

Indemnity

To the extent allowed by law, you indemnify us against any claim made against us by:

1. any of your subsidiaries, associates, affiliates or shareholders which may not have signed an engagement letter on these Terms or substantially similar terms and for whom we perform a mandate; or
2. any third party to whom you disclose our advice, unless we provide our written agreement for that third party to be able to rely on our advice to you.

Consumer Protection Act

Application of the Consumer Protection Act

If these Terms or any goods or services provided under these Terms are regulated by the Consumer Protection Act, all the provisions in these Terms must be treated as being qualified, to the extent necessary, to ensure compliance with the provisions of said act.

No Limitation Beyond the Law

No provision in these Terms:

1. does or intends to limit or exempt us from liability (including loss that resulted, directly or indirectly, from our gross negligence or willful misconduct or that of any other director, employee or other person acting for or controlled by us), so far as the law does not allow this limitation or exemption; or
2. requires you to assume risk or liability for the kind of loss referred to in the paragraph above so far as the law does not allow such an assumption of risk or liability.

Important Terms for Consumers

Anti-Money Laundering and Sanctions

Legal Obligations

Various laws and regulations on anti-money laundering and terrorism apply to us. When we ask you to give us relevant information to perform know your client (KYC) or customer due diligence (CDD) checks (for example, verification of identity or evidence of source of funds) you must give us this information promptly.

Reporting

We may have to report any suspicious activity to the relevant authorities and obtain their prior consent before continuing to act. They may also prohibit us from informing you that we have made such a report (for example a tip-off).

Sanctions

We are also subject to various sanction regimes which may be specific to certain jurisdictions, entities or individuals. These sanctions may be arms embargoes, other trade restrictions or financial restrictions. You must notify us as soon as possible if you become aware that a Matter may lead to a breach of any sanction.

Cessation of Matter or Termination

Where we believe that our work on the Matter may involve a breach of anti-money laundering or terrorism law or regulation, or any applicable sanction, we may cease working on the Matter immediately and terminate our mandate.

No Liability

We will not be liable to you for any loss, damage or delay as a result of our:

1. ceasing to act in accordance with paragraph 15.4 above; or
2. fulfilling our statutory obligations (or in acting as we may reasonably believe we are required to do so), so long as we have acted in good faith.

Data Protection

Data Subjects

In providing Services to you, we may process personal information about you, your owners, officers or employees, sub-contractors, consultants, or other similar parties (each a ‘Data Subject’).

Processing Personal Information

We process all Data Subjects’ personal information in accordance with our privacy policy available on our website www.caridesbenjamin.com, as may be amended from time to time.

Consent

When you give personal information to us about any Data Subject for the purposes of a Matter, you warrant that you have a lawful basis to share that information or that you have obtained the necessary consent from the Data Subject for us to process that personal information. On certain occasions, in providing Services to you, you may provide us with personal information of parties such as your clients or customers or other third parties for purposes of the Services. In such situations, you warrant that you have a lawful basis to share their information with us or that you have obtained their consent for us to process the information. You undertake to comply with all relevant data protection laws and regulations.

Marketing

Contacting You

We may contact you with marketing communications which we believe may be of interest, on our own or in conjunction with another firm with which we have entered into a joint venture, alliance or collaboration arrangement.

Ceasing Communication

If you do not wish to receive marketing information, you may, at any time, request that such communications cease by emailing us at accounts@caridesbenjamin.com. Marketing communications will not be sent to you if you request not to receive marketing communication.

Disclosures

You agree that we may disclose that we are acting for you in our marketing and similar materials and, if in the public domain, the Matter on which we have acted on or are acting on for you. If the Matter is not in the public domain, we may only disclose the Matter for marketing purposes in generic form (and without reference to you), unless otherwise agreed between you and us.

Termination

Termination by You

You instruct us separately in relation to each Matter. You do not engage us on a permanent basis, but you may terminate our engagement in any, some or all matters at any time.

Termination by Us

We will stop acting on a Matter only with good reason in line with the relevant law. We may do this for example if you do not pay an interim invoice, you become insolvent, a Conflict arises or our continuing to work on the Matter may have an adverse effect on our reputation.

Automatic Termination

Unless terminated earlier, our engagement on each Matter will terminate 30 days after dispatch of our final invoice. As far as the law and relevant rules allow, we will consider that the Matter has not proceeded and our engagement will be terminated once:

1. you inform us that the Matter will no longer proceed;
2. our engagement is otherwise terminated in accordance with these Terms; or
3. we have had no instructions from you in relation to the Matter for 60 days.

Liability on Termination

In each case, you remain liable for our fees and costs for work done up to termination.

Document Retention

Destroying Documents

We may destroy our paper and (where possible) electronic files in line with our relevant policies, seven years or later after sending you our final invoice on the Matter.

Retrieving Documents

If you or your advisers request us to retrieve any document from storage, you will be liable for our reasonable costs, including time spent reading such documents, writing letters or other work which we, acting reasonably, deem necessary, to comply with such a request.

Copyright

Ownership and Licence

We retain the copyright and all other relevant intellectual property rights in our work product. You will have a licence to use and make copies of the documents we prepare for the purposes of the Matter but not (unless otherwise agreed by us in writing) for any other matters.

Queries and Disputes

Queries and Disputes

If you are dissatisfied with any element of our Service (including our charges), you should contact the director responsible for the Matter.

General Terms

Conflict

If there is any inconsistency between these Terms and any other terms and conditions agreed between you and us, in writing, the written terms between you and us will prevail. If there is a conflict between these Terms and the investment mandate you sign with us (under paragraph 5.3), the investment mandate will prevail.

Severability

If any provision of these Terms is or becomes invalid, illegal or unenforceable, the remainder shall survive unaffected.

Governing Law

South African law will govern these Terms.